EANS-News: voestalpine AG Report of the Management Board of voestalpine AG
in accordance with § 171 (1) in conjunction with § 153 (4) Austrian Joint Stock
Corporation Act (AktG)
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Company Information/Management Report - 2% capital increase
Linz (euro adhoc) - 1. General
In accordance with § 169 Austrian Joint Stock Corporation Act [AktG] the general
meeting of shareholders of voestalpine AG held on July 1, 2009 authorized the
Management Board to increase the company's capital up to EUR 152,521,231.38 on
or before June 30, 2014, if necessary in several tranches, by issuing up to
83,949,516 bearer shares, in exchange for cash deposit and/or if necessary under
total or partial exclusion of the subscription rights of shareholders to be made
available to company employees, senior executives and members of the Management
Board or of companies affiliated with voestalpine AG, under an employee
shareholding scheme or a share option scheme.. The procedure, the issue price
and the terms of the issue as well as any exclusion of the subscription rights
are to be determined by the management board of voestalpine AG in agreement with
the Supervisory Board. The Supervisory Board is authorized to make any changes
to the Articles of Association of the Company resulting from the issue of shares
from authorized capital (see § 4 (2) of voestalpine AG's Articles of Association
as in force on 16 December 2010).
The Management Board has not exercised this power so far.
2. Resolution of the Management Board
Pursuant to the authorization referred to in section 1 and subject to the
agreement of the Supervisory Board, on September 12, 2012 voestalpine AG's
Management Board resolved to increase the company's capital, currently totalling
EUR 307,132,044.75, by EUR 6,177,190.90 to EUR 313,309,235.65, by issuing
3,400,000 new bearer shares entitled to participate in dividends as from April
1, 2012 ('Capital Increase'). This constitutes a 2% (rounded) increase in the
Company's registered capital.
The issue price was fixed at EUR 23.51 per share, to be fully paid in and in
cash. The issue price for the shares corresponds to the voestalpine AG share's
closing average market price over the 10 trading days prior to the resolution of
Management Board taken on September 12, 2012.
Shares from the capital increase may only be acquired by the shareholder
voestalpine Mitarbeiterbeteiligung Privatstiftung, which is subject to the
obligation to hold these shares in trust pursuant to the provisions of the
voestalpine employee shareholding scheme for the employees and senior executives
of voestalpine AG or any of its affiliated companies participating in the
voestalpine employee shareholding scheme. The subscription rights of all other
shareholders were excluded. No other shareholders will be allowed to subscribe.
3. Exclusion of shareholder subscription rights
Employees are the most important assets of any company. Economic success cannot
be achieved without their positive contribution. This is the reason why as early
as 2000, voestalpine launched an employee shareholding scheme which has
subsequently been expanded continually. Currently voestalpine
Mitarbeiterbeteiligung Privatstiftung holds 11.84% of voestalpine AG's capital.
Additionally, voestalpine Mitarbeiterbeteiligung Privatstiftung manages
approximately 1% of private shares of present and former employees.
Employee participation in voestalpine means that voestalpine AG has a stable
shareholder. It also strengthens employee loyalty towards the company, and as
shareholders employees profit from its success.
Employee participation in voestalpine is essentially based on the utilization of
portions of the wage and salary increases resulting from collective bargaining
agreements to allocate shares in voestalpine AG. As a first step in this
process, shares are acquired by voestalpine Mitarbeiterbeteiligung
Privatstiftung, which holds them in its own account. The second stage is the
annual allocation of shares to employees, taking account and making use of tax
benefits as appropriate. The shares allocated to employees are held by
voestalpine Mitarbeiterbeteiligung Privatstiftung for the employees in custodial
accounts specifically opened for the employees. Voting rights for all shares
held by voestalpine Mitarbeiterbeteiligung Privatstiftung (own account,
custodial accounts) are exercised by voestalpine Mitarbeiterbeteiligung
Privatstiftung, with employees being entitled to receive dividends from shares
already allocated to them. If employees participating in the employee
shareholding scheme leave the voestalpine Group for any reason (e.g.
retirement), they will receive the shares that have been held for them in trust
by voestalpine Mitarbeiterbeteiligung Privatstiftung, to do with as they wish.
The number of voestalpine AG shares held by employees under the employee
participation scheme is therefore not constant but decreases as a result of
staff fluctuations, as happens in every company.
The 2% (rounded) capital increase is being carried out in order to ensure that
the level of employee participation in voestalpine AG capital is at least 10% -
a basic objective pursued by both the Management Board and the company's
employees. In addition, the capital increase will (initially) increase employee
participation in voestalpine AG's capital to 13.57% (plus approximately 1% of
private shares). This level of participation will decrease in the future, in
line with staff fluctuations in the voestalpine Group, unless voestalpine
Mitarbeiterbeteiligung Privatstiftung acquires additional voestalpine AG shares
under the employee shareholding scheme.
Under § 153 (5) of the Austrian Joint Stock Corporation Act [AktG], preferential
issue of a company's shares to employees, senior executives and members of the
Management Board of the company or any of its affiliated companies is sufficient
grounds for excluding the subscription rights of shareholders. Furthermore,
exclusion is justified on factual grounds, since
(i) for the reasons set forth above, both the employee shareholding scheme
and measures to safeguard it are in the interests of voestalpine AG,
(ii) exclusion of shareholder subscription rights in connection with the
capital increase is likely to achieve the aim of safeguarding the voestalpine
employee shareholding scheme and there is no other way to do so in a similarly
efficient way without excluding these shareholder subscription rights, and
(iii) exclusion of shareholder subscription rights is proportionate. As the
increase of capital stock is relatively modest, the Management Board is of the
opinion that the position of minority shareholders will be scarcely, or only
slightly, affected and no new majority positions will arise. Shareholders will
not incur any proprietary disadvantages, since the amount at which each share
will be issued corresponds to the voestalpine AG share's closing average market
price over the 10 trading days prior to the resolution of Management Board taken
on September 12, 2012. Using this average market price will ensure that the
amount at which each share is issued corresponds to the company's valuation on
the stock exchange. In addition there is no substantial danger of diluting the
shareholders' membership rights since the company's shares are highly liquid and
shareholders are able to acquire the company's shares in the capital markets at
any time in volumes that compensate for their diluted voting rights.
Overall, exclusion of shareholder subscription rights is justified on factual
grounds.
Linz, September 2012
The Management Board
This report of the Management Board is a translation of the German report called
"Bericht des Vorstands der voestalpine AG gemäß § 171 Abs 1 iVm § 153 Abs 4
AktG". In any case the German report shall be binding. This translation is for
information purposes only.
Further inquiry note:
DI (FH) Peter Fleischer
Head of Investor Relations
Tel.: +43/50304/15-9949
Fax: +43/50304/55-5581
mailto:peter.fleischer@voestalpine.com
http://www.voestalpine.com
end of announcement euro adhoc
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company: voestalpine AG
voestalpine-Straße 1
A-4020 Linz
phone: +43 50304/15-9949
FAX: +43 50304/55-5581
mail: IR@voestalpine.com
WWW: www.voestalpine.com
sector: Metal Goods & Engineering
ISIN: AT0000937503
indexes: WBI, ATX Prime, ATX
stockmarkets: official market: Wien
language: English